Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 13, 2022, the following actions were approved pursuant to the written consent of the holders of a majority of the voting power of the outstanding shares of the preferred and common stock of Diamond Wellness Holdings, Inc., (formerly named PotNetwork Holdings, Inc.), a Colorado corporation (the "Company") in lieu of a special meeting of the stockholders and in accordance with Colorado law:

(a) The dismissal of the following Directors of the Company: Prashant Shah, Ray


    Smith, and Yury Shmerlis.
(b) The reaffirmation of Gary Blum, Esq., as Chairman of the Board of Directors

    of the Company and a Director. As a consequence, Gary Blum became, on an
    interim basis, the sole Director of the Company.

Following the restructuring of the Board of Directors of the Company, the sole Director issued a letter dated July 13, 2022 to Sohail Quraeshi stating that his rolling 3-month Executive Employment Agreement, originally dated December 27, 2021, issued to SAS Management, LLC, a Florida limited liability company, which agreement had expired on June 30, 2022 following one 3-month extension, would not be renewed, and that Mr. Quraeshi was therefore released from all duties specific to his role as President and Chief Executive Officer ("CEO"), and acting Chief Financial Officer ("CFO") of the Company. As a result, as of July 13, 2022, Sohail Quraeshi is no longer President and CEO and acting CFO of the Company.

On July 18, 2022, the Board of Directors of the Company appointed Neal Shapiro, age 53, as President and Chief Executive Officer ("CEO") of the Company, filling the vacancy generated by the June 30, 2022 expiration of the executive consulting agreement with the prior CEO, Sohail Quraeshi.

The Company has entered into an executive consulting agreement ("Agreement") with Mr. Shapiro whereby he will be employed for an initial term commencing on July 18, 2022 and ending on September 30, 2022, subject to certain termination provisions. The Agreement shall renew for continuous, rolling three (3) month periods upon conclusion of the initial term (unless previously terminated), and Mr. Shapiro shall receive compensation of $7,000 per month.

Additionally, Mr. Shapiro has been appointed a member of the Board of Directors of the Company, effective July 18, 2022. There are no family relationships nor related party transactions between Mr. Shapiro and any other executives or directors of the Company.

Mr. Shapiro has been active in the CBD industry since 2017, most recently as the President/CEO of Top Private Label, a manufacturer, distributor, and fulfillment center provider of CBD and related products. His initial involvement in the industry was through his recruitment company, Teamwork Specialties, which he expanded to provide recruitment and sale management services to CBD companies including Green Roads, to develop field and call center sales teams through the US.

Originally, Mr. Shapiro founded Teamwork Specialties to focus on the recruitment needs of clinical professionals for Autism Service Providers, becoming one of leading recruitment agencies in the US. He also provided consulting services to leading investment bank and private equity firms with active investments in the autism services industry.

His prior experience includes serving as the CFO in establishing the financial and business of a leading nationally/internationally recognized Cosmetic Dermatology and Clinical Research practice in Miami Beach, Florida. Mr. Shapiro was a Senior Administrator with the University of Miami Health System, providing financial leadership in the creation of the University of Cosmetic Medicine Institute. As a strategy and financial consultant, he assisted several large physician groups analyze their options regarding strategic and capital partners, resulting in over $100 million in successful funding transactions, as well as providing financial management and contracting expertise for over 200 physician practice based clinical research trials with pharmaceutical companies globally.

Mr. Shapiro also has a broad spectrum of knowledge in dealing with the various Federal agencies involved in healthcare including the FDA, DHHS as well as Congressional authorization and oversight committees.

As an active participant in his community, Mr. Shapiro had served on the Board of Directors for Autism Speaks South Florida Chapter, chaired the Autism Speaks Broward Walk in 2007, 2014, and 2015, and currently serves on the Autism Advisory Board with Royal Caribbean Cruise Lines. He is also active in the Broward County (Florida) School District, serving on multiple committees with a dedicated focus to advocate for special needs students, in addition to serving as a School Board appointed member of the Audit Committee.

Mr. Shapiro holds a Bachelor of Arts in Economics from the University of Maryland and Master of Health Services Administration from The George Washington University.

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